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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
SCHEDULE 13E-3
Rule 13E-3 Transaction Statement Under Section 13(e)
of the Securities Exchange Act of 1934
(Amendment No. 3)
------------------------
MEDPLUS, INC.
(Name of the Issuer)
------------------------
QUEST DIAGNOSTICS INCORPORATED
Q-M MERGER SUB, INC.
(Names of Persons Filing Statement)
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Common Stock, no par value
(Title of Class of Securities)
------------------------
585 04P 103
(CUSIP Number of Class of Securities)

Leo C. Farrenkopf, Jr., Esq. Leo C. Farrenkopf, Jr., Esq.
Quest Diagnostics Incorporated Q-M Merger Sub, Inc.
One Malcolm Avenue c/o Quest Diagnostics Incorporated
Teterboro, New Jersey 07608 One Malcolm Avenue
(201) 393-5289 Teterboro, New Jersey 07608
(201) 393-5289
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)
------------------------
Copy to:
Clare O'Brien, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
This statement is filed in connection with (check the appropriate box):

a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A (ss.ss. 240.14a-1 through 240.14b-2),
Regulation 14C (ss.ss. 240.14c-1 through 240.14c-101), or Rule
13e-3(c) (ss. 240.13e-3(c)) under the Securities Exchange Act of
1934 (the "Act").

b. [ ] The filing of a registration statement under the Securities Act
of 1933.

c. [ ] A tender offer.

d. [ ] None of the above.
Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary copies. [ ]
Check the following box if the filing is a final amendment
reporting the results of the transaction. [ ]

Calculation of Filing Fee

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Transaction Valuation* Amount of Filing Fee**
--------------------------------------------------------------------------------
$17,613,199 $3,522.64
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[X] Check the box if any part of the fee is offset as provided by ss.
240.0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

* Based upon 6,264,302 shares of common stock and 2,371,815 shares of preferred
stock of MedPlus outstanding (excluding shares of common stock of MedPlus
already owned by Quest Diagnostics) being purchased in connection with the
merger for $2.00 per share, and 1,002,839 MedPlus warrants being purchased at
the spread of $.34 per warrant.

** Pursuant to Rule 0-11(b), the filing fee was determined at 1/50 of 1% of
$17,613,199, the value of outstanding securities of MedPlus (excluding
securities already owned by Quest Diagnostics) being purchased in connection
with the merger.

Amount Previously Paid: $5,273.54 Filing Party: MedPlus, Inc.
Form or Registration No.: Preliminary Proxy Statement on Schedule 14A Date Filed: May 21, 2001

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SECTION 13E-3 TRANSACTION STATEMENT

INTRODUCTION

This Amendment No. 3 to the Rule 13e-3 Transaction Statement
on Schedule 13E-3 (this "Schedule 13E-3") is being filed jointly by Quest
Diagnostics Incorporated, a Delaware corporation ("Quest Diagnostics"), and Q-M
Merger Sub, Inc., an Ohio corporation ("Merger Sub" and, together with Quest
Diagnostics, the "Filing Persons"), in connection with the Agreement and Plan of
Merger, dated as of April 25, 2001, as amended by a letter agreement, dated
September 17, 2001 (the "Merger Agreement"), by and among MedPlus, Inc., an Ohio
corporation ("MedPlus"), Quest Diagnostics and Merger Sub, which provides, among
other things, for the merger (the "Merger") of Merger Sub with and into MedPlus.
The filing of this Schedule 13E-3 does not constitute an admission by either
Filing Person that it or any of its affiliates is an affiliate of MedPlus for
purposes of Rule 13e-3 under the Act.

Concurrently with the filing of this Schedule 13E-3, MedPlus
is filing with the Securities and Exchange Commission ("SEC") a definitive proxy
statement on Schedule 14A (the "Proxy Statement") pursuant to Section 14(a) and
Regulation 14A of the Act, relating to the annual meeting of shareholders of
MedPlus at which shareholders of MedPlus will consider and vote upon a proposal
to adopt and approve the Merger Agreement and approve the Merger.

The information in the Proxy Statement, including all
appendices thereto, is hereby expressly incorporated herein by reference. The
responses to each item in this Schedule 13E-3 are qualified in their entirety by
the information contained in the Proxy Statement and the appendices thereto. The
cross-reference sheet which follows shows the location in the Proxy Statement of
the information required to be included in response to the items of this
Schedule 13E-3.

Item 1. Summary Term Sheet.

Regulation M-A
Item 1001

The information set forth in the Proxy Statement under the
caption "Summary Term Sheet" is incorporated herein by
reference.

Item 2. Subject Company Information.

Regulation M-A
Item 1002

(a) The name of the Subject Company is MedPlus, Inc. The
information set forth in the Proxy Statement under the
captions "Summary -- The Companies" and "The Companies --
MedPlus" is incorporated herein by reference.

(b) The information set forth in the Proxy Statement under the
caption "The Annual Meeting -- Record Date, Voting Rights and
Votes Required" is incorporated herein by reference.

(c)-(d) The information set forth in the Proxy Statement under the
caption "Selected Historical Financial Information" is
incorporated herein by reference.

(e) Not applicable.

(f) The information set forth in the Proxy Statement under the
caption "Special Factors - Background of the Merger" is
incorporated herein by reference.

Item 3. Identity and Background of the Filing Persons.

Regulation M-A
Item 1003 (a) through (c)

(a) The information set forth in the Proxy Statement under the
captions "Summary-- The Companies", "The Companies-- Quest
Diagnostics" and "The Companies-- Q-M Merger Sub" is
incorporated herein by reference. Merger Sub is a wholly owned
subsidiary of Quest Diagnostics. The information concerning
the directors of Quest Diagnostics set forth in the Quest
Diagnostics definitive proxy statement on Schedule 14A dated
April 12, 2001 (the "Quest Diagnostics Proxy Statement") under
the caption "Election of Directors" is incorporated herein by
reference. Information concerning the executive officers of
Quest Diagnostics set forth in the Quest Diagnostics annual
report on Form 10-K for the year ended December 31, 2000 (the
"Quest Diagnostics Annual Report") under the caption
"Directors and Executive Officers of the Registrant" is
incorporated herein by reference. Messrs. Surya Mohapatra and
Robert Hagemann are the directors of Merger Sub. The executive
officers of Merger Sub are Messrs. Surya Mohapatra and Robert
Hagemann. Information concerning such directors and executive
officers set forth in the Quest Diagnostics Annual Report
under the caption "Directors and Executive Officers of the
Registrant" is incorporated herein by reference. The address
of each of Quest Diagnostics and Merger Sub and, unless
otherwise provided in Item 3 (c) below, each of the directors
and executive officers of Quest Diagnostics and Merger Sub is,
c/o Quest Diagnostics Incorporated, One Malcolm Avenue,
Teterboro, New Jersey 07608. The filing of this Schedule 13E-3
does not constitute an admission by either Filing Person or
any of its affiliates that it is an affiliate of MedPlus for
purposes of Rule 13e-3 under the Act.

(b) The information set forth in the Proxy Statement under the
captions "Summary -- The Companies", "The Companies -- Quest
Diagnostics" and "The Companies -- Q-M Merger Sub" is
incorporated herein by reference.

Neither Filing Person (i) has been convicted in a criminal
proceeding during the past five years (excluding any traffic
violations or similar misdemeanors) or (ii) has been a party
to any judicial or administrative proceeding during the past
five years (except for matters that were dismissed without
sanction or settlement) that

resulted in a judgment, decree or final order enjoining the
person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of
any violation of federal or state securities laws.

(c) (1)-(5) The information concerning the directors and executive
officers of Quest Diagnostics and Merger Sub is set forth
below. Unless otherwise indicated, the principal business
address of each of the directors and officers of Quest
Diagnostics is c/o Quest Diagnostics Incorporated, One Malcolm
Avenue, Teterboro, New Jersey 07608. To the best of the Filing
Persons' knowledge, none of the directors or executive
officers of Quest Diagnostics (i) has been convicted in a
criminal proceeding during the past five years (excluding any
traffic violations or similar misdemeanors) or (ii) has been a
party to any judicial or administrative proceeding during the
past five years (except for matters that were dismissed
without sanction or settlement) that resulted in a judgment,
decree or final order enjoining the person from future
violations of, or prohibiting activities subject to, federal
or state securities laws, or a finding of any violation of
federal or state securities laws. Each of the directors and
executive officers of Quest Diagnostics is a citizen of the
United States.

Messrs. Surya Mohapatra and Robert Hagemann are the directors
of Merger Sub. The executive officers of Merger Sub are
Messrs. Surya Mohapatra and Robert Hagemann. Unless otherwise
indicated below, the principal business address of each of the
directors and officers of Merger Sub is c/o Quest Diagnostics
Incorporated, One Malcolm Avenue, Teterboro, New Jersey 07608.
To the best of the Filing Persons' knowledge, none of the
directors or officers of Merger Sub has been convicted in a
criminal proceeding during the past five years (excluding any
traffic violations or similar misdemeanors) or (ii) has been a
party to any judicial or administrative proceeding during the
past five years (except for matters that were dismissed
without sanction or settlement) that resulted in a judgment,
decree or final order enjoining the person from future
violations of, or prohibiting activities subject to, federal
or state securities laws, or a finding of any violation of
federal or state securities laws. Each of the directors and
executive officers of Merger Sub is a citizen of the United
States.

Name Current Principal Occupation or Employment
and Material Positions held during the past
Five Years

Kenneth D. Brody KENNETH D. BRODY is the founding partner of
Director of Quest Diagnostics Winslow Partners LLC, a Washington, D.C.
private investment firm with an address at
1300 Connecticut Ave N.W., 8th Floor,
Washington, DC 20036. He is also the
co-founder and principal of Taconic Capital
Advisors, an investment adviser firm with an
address at 375 Park Avenue, Suite 1904, New
York, NY 10152. From 1993 to early 1996, he
was the chairman and president of the
Export-Import Bank of the United States, a
position to which he was appointed by
President Clinton. From 1971 to 1991, Mr.
Brody was with

Goldman, Sachs & Co., where he was a partner
and member of the management committee. Mr.
Brody is a director of Federal Realty
Investment Trust. Mr. Brody has been a
director of Quest Diagnostics since January
1997. Mr. Brody's principal business address
is c/o Winslow Partners LLC, 1300
Connecticut Ave N.W., 8th Floor, Washington,
DC 20036.

William F. Buehler WILLIAM F. BUEHLER recently retired as Vice
Director of Quest Diagnostics Chairman of Xerox Corporation, 800 Long
Ridge Road, Stamford CT 06904, which he
joined in 1991. Prior to joining Xerox, Mr.
Buehler spent 27 years with AT&T, primarily
in sales, marketing and general management
positions. Mr. Buehler is a director of A.O.
Smith. Mr. Buehler has been a director of
Quest Diagnostics since July 1998.

Van C. Campbell VAN C. CAMPBELL retired in 1999 as Vice
Director of Quest Diagnostics Chairman of Corning Incorporated, which he
joined in 1965. Corning Incorporated's
executive office is located at One
Riverfront Plaza, Corning, New York, NY
14831. He was elected treasurer in 1972, a
vice president in 1973, financial vice
president in 1975 and senior vice president
for finance in 1980. He became general
manager of the Consumer Products Division in
1981. Mr. Campbell was elected vice chairman
and a director in 1983 and during 1995 was
appointed to the additional position of
chairman of Corning Life Sciences Inc. He is
a director of Armstrong World Industries,
Inc. Mr. Campbell has been a director of
Quest Diagnostics since January 1991.

Mary Cirillo MARY A. CIRILLO is Chairman of OPCENTER,
Director of Quest Diagnostics which provides help desk and network
operations services. OPCENTER address is 660
Madison Avenue 14th Floor, New York, NY
10021. She is Chairman of Contentprose LLC,
which provides support for website content
development and maintenance. Contentprose
LLC's address is 54 Broad Street 2nd Floor
Red Bank, NJ 07701. She was Chief Executive
Officer of Global Institutional Services of
Deutsche Bank, 130 Liberty Street, New York,
NY 10006, from July 1999 until February
2000. Previously, she served as Executive
Vice President and Managing Director of
Bankers Trust Company (which was acquired by
Deutsche Bank), which she joined in 1997.
From 1977 to 1997, she was with Citibank,
N.A., 399 Park Avenue, New York, New York
10043, most recently serving as Senior Vice
President. From April 1994 until she joined
Bankers Trust Company, Ms. Cirillo was
responsible for Citibank's Global
Relationship Banking

Operations and Technology Group, which
supported the infrastructure and information
technology needs of the North America,
Europe and Japan global markets. Ms. Cirillo
previously served as the Senior Corporate
Officer for Citicorp's Business Evaluation
and Corporate Re-engineering Unit. Ms.
Cirillo is a director of Cisco Systems, Inc.
Ms. Cirillo has been a director of Quest
Diagnostics since April 1997. Ms. Cirillo's
principal business address is c/o OPCENTER,
660 Madison Avenue 14th Floor, New York, NY
10021.

Kenneth W. Freeman KENNETH W. FREEMAN is Chairman of the Board
Director and Chairman of the Board and Chief Executive Officer of Quest
and CEO of Quest Diagnostics Diagnostics. Mr. Freeman joined Quest
Diagnostics in May 1995 as President and
Chief Executive Officer, was elected a
director in July 1995 and was elected
Chairman of the Board in December 1996.
Prior to 1995, he served in a variety of
financial and managerial positions at
Corning Incorporated, which he joined in
1972. He was elected Controller and a Vice
President of Corning in 1985, Senior Vice
President in 1987, and General Manager of
the Science Products Division in 1989. He
was appointed President and Chief Executive
Officer of Corning Asahi Video Products
Company in 1990. In 1993, he was elected
Executive Vice President of Corning. Mr.
Freeman is a director of MedPlus, Inc. and
TRW Inc.

William R. Grant WILLIAM R. GRANT has been Chairman of Galen
Director of Quest Diagnostics Associates, a New York investment firm,
since 1989. Galen Associates' address is 610
Fifth Avenue, New York, NY 10020. From 1987
to 1989 he was Chairman of New York Life
International and from 1979 to 1987 of
MacKay-Shields Financial Corp. He is also a
former director and Vice-Chairman of
SmithKline Beecham plc, and is currently a
director of Allergan, Inc., Massey Energy
Co., MiniMed, Inc., Ocular Sciences and
Vasogen Inc. He has been a director of Quest
Diagnostics since August 1999. His principal
business address is Galen Associates, 610
Fifth Avenue, New York, NY 10020.

Dan C. Stanzione DAN C. STANZIONE is President Emeritus of
Director of Quest Diagnostics Bell Laboratories at Lucent Technologies
Incorporated, 600 Mountain Avenue, Murray
Hill, New Jersey, NJ 07974. Dr. Stanzione
began his career in 1972 with Bell Labs,
where he led the teams working on the first
microprocessors and digital signal
processors. He was appointed president of
Network Systems, Lucent's largest business
unit, in 1996 and was appointed Chief
Operating Officer of Lucent in 1997. Dr.

Stanzione is a director of Avaya Inc. Dr.
Stanzione has been a director of Quest
Diagnostics since January 1997.

Gail R. Wilensky GAIL R. WILENSKY is the John M. Olin Senior
Director of Quest Diagnostics Fellow at Project HOPE, an
international non-profit health foundation,
which she joined in 1993. The address of
Project HOPE is Suite 600, 7500 Old
Georgetown Road, Bethesda, MD 20814-6133.
She is currently the chair of the Medicare
Payment Advisory Commission, 1730 K Street
NW, Suite 800, Washington, DC 20006, which
advises Congress on all issues relating to
Medicare. From 1995 to 1997 she chaired the
Physician Payment Review Commission, which
advised Congress on physician payment and
other Medicare issues. In 1992 and 1993, Dr.
Wilensky served as a deputy assistant to
President Clinton for policy development
relating to health and welfare issues. From
1990 to 1992, she was the administrator of
the Health Care Financing Administration
where she directed the Medicare and Medicaid
programs. Dr. Wilensky is a director of
Advanced Tissue Sciences Inc., Gentiva
Health Services, Inc., Manor Care Inc.,
Syncor Corporation and United Healthcare
Corporation Unitedhealth Group Center. Dr.
Wilensky has been a director of Quest
Diagnostics since January 1997. Dr.
Wilensky's principal business address is c/o
Project HOPE, Suite 600, 7500 Old Georgetown
Road, Bethesda, MD 20814-6133.

John B. Ziegler JOHN B. ZIEGLER is the President, Worldwide
Director of Quest Diagnostics Consumer Healthcare, of GlaxoSmithKline (the
parent of SmithKline Beecham plc), One
Franklin Plaza, Philadelphia, PA 19102. Mr.
Ziegler joined SmithKline Beecham in 1991 as
the head of SB Consumer Healthcare-North
American Division. He became Executive Vice
President of SmithKline Beecham in 1996 and
assumed his current responsibilities in
1998. He has been a director of Quest
Diagnostics since May 2000. His principal
business address is c/o Worldwide Consumer
Healthcare, GlaxoSmithKline, One Franklin
Plaza, Philadelphia, PA 19102.

Surya N. Mohapatra SURYA N. MOHAPATRA, Ph.D. is President and
President and Chief Operating Chief Operating Officer of Quest
Officer of Quest Diagnostics; Diagnostics. Prior to joining Quest
Director and Executive Officer Diagnostics in February 1999 as Senior Vice
of Merger Sub President and Chief Operating Officer, he
was Senior Vice President of Picker
International, 595 Miner Road, Cleveland, OH
44143, a worldwide leader in advanced
medical imaging technologies, where he
served in various executive positions during
his 18-year tenure.

Richard L. Bevan RICHARD L. BEVAN is Corporate Vice President
Corporate Vice President for Human for Human Resources of Quest Diagnostics.
Resources of Quest Diagnostics From 1982 until August 1999, Mr. Bevan
served in a variety of human resources
positions for SmithKline Beecham's
pharmaceutical and clinical laboratory
businesses, most recently serving as Vice
President and Director of Human
Resources-Operations for SmithKline Beecham
Clinical Laboratories, One Franklin Plaza,
200 North Street, Philadelphia PA 19102. Mr.
Bevan was appointed Corporate Vice President
for Human Resource Strategy and Development
in August 1999, and to his present position
in January 2001.

Julie A. Clarkson JULIE A. CLARKSON is Corporate Vice
Corporate Vice President for President for Communications and Public
Communications and Public Affairs Affairs of Quest Diagnostics. Ms. Clarkson
of Quest Diagnostics has overall responsibility for internal and
external communications and government
affairs. Ms. Clarkson has more than 12 years
of experience in sales and operations with
Quest Diagnostics, most recently serving as
Vice President for Business Development in
Europe. She assumed her current
responsibilities in August 1999.

Kenneth R. Finnegan KENNETH R. FINNEGAN is Corporate Vice
Corporate Vice President for President for Business Development of Quest
Business Development of Quest Diagnostics. Mr. Finnegan has overall
Diagnostics responsibility for business development
activities, including strategy development,
acquisitions and investments. Mr. Finnegan
joined Quest Diagnostics in July 1997 as
Vice President and Treasurer and assumed his
current responsibilities in July 2000. Prior
to joining Quest Diagnostics, Mr. Finnegan
served as Assistant Treasurer at General
Signal Corporation, One High Ridge Park,
Stamford, Connecticut 06905.

Robert A. Hagemann ROBERT A. HAGEMANN is Corporate Vice
Corporate Vice President and President and Chief Financial Officer of
Chief Financial Officer of Quest Quest Diagnostics. He joined Corning Life
Diagnostics; Director and Sciences, Inc., in 1992, where he held a
Executive Officer of Merger Sub variety of senior financial positions before
being named Vice President and Corporate
Controller of Quest Diagnostics in 1996.
Prior to joining Quest Diagnostics, Mr.
Hagemann was employed by Prime Hospitality,
Inc. and Crompton & Knowles, Inc. in senior
financial positions. He was also previously
associated with Ernst & Young. Mr. Hagemann
assumed his present responsibilities in
August 1998.

Gerald C. Marrone GERALD C. MARRONE is Senior Vice President,
Senior Vice President, Administration and Chief Information Officer
Administration and Chief of Quest Diagnostics. Prior to joining Quest
Information Officer of Quest Diagnostics in November 1997 as Chief

Diagnostics Information Officer, Mr. Marrone was with
Citibank, N.A., 111 Wall Street, New York,
New York 10005, for 12 years. During his
tenure he was most recently Vice President,
Division Executive for Citibank's Global
Production Support Division. While at
Citibank, he was also the Chief Information
Officer of Citibank's Global Cash Management
business. Prior to joining Citibank, he was
the Chief Information Officer for Memorial
Sloan-Kettering Cancer Center in New York
for five years.

Michael E. Prevoznik MICHAEL E. PREVOZNIK is Corporate Vice
Corporate Vice President for President for Legal and Compliance and
Legal and Compliance and General General Counsel of Quest Diagnostics. Prior
Counsel of Quest Diagnostics to joining SmithKline Beecham Clinical
Laboratories in 1994 as its Chief Legal
Compliance Officer, Mr. Prevoznik was with
Dechert Price & Rhodes. In 1996, he became
Vice President and Chief Legal Compliance
Officer for SmithKline Beecham Healthcare
Services, One Franklin Plaza, 200 North
Street, Philadelphia PA 19102. In 1998, he
was appointed Vice President, Compliance for
SmithKline Beecham, assuming additional
responsibilities for coordinating all
compliance activities within SmithKline
Beecham worldwide. Mr. Prevoznik assumed his
current responsibilities with Quest
Diagnostics in August 1999.

(d) Not applicable.

Item 4. Terms of the Transaction.

Regulation M-A
Item 1004 (a) and (c) through (f)

(a)(1) Not applicable.

(a)(2)(i) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet", "Summary - The Merger
Generally", "Special Factors -- Background of the Merger", and
"Special Factors -- Reasons for the Merger; Recommendation of
the Board of Directors; Fairness of the Merger" is
incorporated herein by reference.

(a)(2)(ii) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet", "Summary - The Merger
Generally", "Summary - The Merger Agreement" and "Special
Factors -- Background of the Merger" is incorporated herein by
reference.

(a)(2)(iii) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet", "Summary - The Merger
Generally", "Special Factors -- Background of the Merger",
"Special Factors -- Purposes of the Merger" and "Special
Factors - Reasons for the Merger; Recommendation of the Board
of Directors; Fairness of the Merger" is incorporated herein
by reference.

(a)(2)(iv) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet", "The Annual Meeting -- Record
Date, Voting Rights and Votes Required" and "Special Factors -
Background of the Merger" is incorporated herein by reference.

(a)(2)(v) None.

(a)(2)(vi) The information set forth under the caption "Special Factors
-- Accounting Treatment" is incorporated herein by reference.

(a)(2)(vii) The information set forth under the captions "Summary Term
Sheet", "Summary -- Certain Federal Income Tax Consequences"
and "Special Factors -- Certain Federal Income Tax
Consequences" is incorporated herein by reference.

(c) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet", "Summary -- Interests of
Certain Persons in the Merger", "Special Factors -- Interests
of Certain Persons in the Merger", "Certain Related Agreements
-- Voting Agreement", "Certain Related Agreements --
Employment Agreements" and "Election of Directors -- Executive
Compensation -- Employment Agreements" is incorporated herein
by reference.

(d) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet", "Summary -- Rights of
Dissenting Shareholders", "The Annual Meeting -- Rights of
Dissenting Shareholders" and "Rights of Dissenting
Shareholders" is incorporated herein by reference.

(e) None.

(f) Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

Regulation M-A
Item 1005 (a) through (c) and (e)

(a)(1), (2) The information set forth in the Proxy Statement under the
caption "Special Factors - Background of the Merger" and
"Election of Directors-- Certain Relationships and Related
Transactions" is incorporated herein by reference. The
information set forth in MedPlus' Quarterly Report on Form
10-QSB for the quarterly period ended April 30, 2001 under the
caption "Notes to Consolidated Financial Statements--Note (5)"
and the information set forth in MedPlus' Annual Report on
Form 10-KSB for the fiscal year ended January 31, 2001 under
the caption "Notes to Consolidated Financial Statements--Note
(14)" is incorporated herein by reference.

(b), (c) The information set forth in the Proxy Statement under the
captions "Summary -- Interests of Certain Persons in the
Merger", "Special Factors -- Background of the Merger",
"Special Factors -- Interests of Certain Persons in the
Merger", "Certain Related Agreements - Voting Agreement" and
"Certain Related Agreements - Credit Agreement" is
incorporated herein by reference.

(e) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet", "Summary -- Interests of
Certain Persons in the Merger", "Special Factors -- Interests
of Certain Persons in the Merger", "The Merger Agreement --
Stock Options", "The Merger Agreement -- Warrants", "Certain
Related Agreements", "Election of Directors -- Security
Ownership of Certain Beneficial Owners and Management" and
"Election of Directors -- Certain Relationships and Related
Transactions" is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans and Proposals.

Regulation M-A
Item 1006 (b) and (c) (1) through (8)

(b) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet", "Summary -- The Merger
Generally", "Summary -- The Merger Agreement", "The Merger
Agreement -- Conversion of Securities", "The Merger Agreement
-- Stock Options" and "The Merger Agreement - Warrants" is
incorporated herein by reference.

(c)(1)-(8) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet", "Summary", "The Merger
Agreement" and "Special Factors -- Consequences of the Merger"
is incorporated herein by reference.

Item 7. Purposes, Alternatives, Reasons and Effects.

Regulation M-A
Item 1013

(a)-(c) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet", "Special Factors -- Background
of the Merger", "Special Factors -- Purposes of the Merger"
and "Special Factors -- Reasons for the Merger;
Recommendations of the Board of Directors; Fairness of the
Merger" is incorporated herein by reference.

(d) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet", "Summary-- The Merger
Generally", "Summary-- Certain Federal Income Tax
Consequences", "Special Factors-- Reasons for the Merger;
Recommendation of the Board of Directors; Fairness of the
Merger", "Special Factors-- Consequences of the Merger",
"Special Factors-- Accounting Treatment", "Special Factors--
Certain Federal Income Tax Consequences" and "The Merger
Agreement" is incorporated herein by reference. In connection
with the Merger, Quest Diagnostics took an approximate $1.5
million charge for the fiscal quarter ended June 30, 2001.
This charge represents Quest Diagnostics' equity share of
MedPlus' net loss from June 2000, when Quest Diagnostics
initially acquired its shares of common stock of MedPlus.

Item 8. Fairness of the Transaction.

Regulation M-A
Item 1014

(a) The information set forth in the Proxy Statement under the
caption "Summary Term Sheet", "Summary -- Fairness of the
Merger" and "Special Factors -- Reasons for the Merger;
Recommendation of the Board of Directors; Fairness of the
Merger" is incorporated herein by reference.

(b) The information set forth in the Proxy Statement under the
captions "Special Factors -- Purposes of the Merger", "Special
Factors -- Background of the Merger" and "Special Factors --
Reasons for the Merger; Recommendation of the Board of
Directors; Fairness of the Merger" is incorporated herein by
reference.

(c) The information contained in the Proxy Statement under the
captions "Summary Term Sheet", Summary -- Record Date for
Voting; Votes Required", "The Annual Meeting -- Record Date,
Voting Rights and Votes Required", "Special Factors - Reasons
for the Merger; Recommendation of the Board of Directors;
Fairness of the Merger" and "Certain Related Agreements --
Voting Agreement" is incorporated herein by reference.

(d) The information set forth in the Proxy Statement under the
captions "Special Factors -- Background of the Merger"
"Special Factors - Reasons for the Merger; Recommendation of
the Board of Directors; Fairness of the Merger" and

"Special Factors - Opinion of Financial Advisor" is
incorporated herein by reference.

(e) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet", "Summary -- Fairness of the
Merger", "Special Factors -- Background of the Merger" and
"Special Factors -- Reasons for the Merger; Recommendation of
the Board of Directors; Fairness of the Merger" is
incorporated herein by reference.

(f) Not applicable.

Item 9. Reports, Opinions, Appraisals and Negotiations.

Regulation M-A
Item 1015

(a)-(c) The Filing Persons received no reports, opinions or appraisals
from an outside party that is materially related to the
merger. The fairness opinion of KPMG Consulting, Inc.,
financial advisor to the special committee of MedPlus' board
of directors, is attached to the Proxy Statement as Appendix C
and is incorporated herein by reference. The information set
forth in the Proxy Statement under the captions "Summary Term
Sheet", "Summary-- Opinion of Financial Advisor", "Special
Factors-- Background of the Merger", "Special Factors--
Reasons for the Merger; Recommendation of the Board of
Directors; Fairness of the Merger" and "Special Factors --
Opinion of Financial Advisor" is incorporated herein by
reference.

Item 10. Source and Amount of Funds or Other Consideration.

Regulation M-A
Item 1007

(a) The information set forth in the Proxy Statement under the
caption "Special Factors -- Sources and Amount of the Merger
Consideration" is incorporated herein by reference.

(b) None.

(c) The information set forth in the Proxy Statement under the
caption "Special Factors -- Expenses and Fees" is incorporated
herein by reference. The expenses of Quest Diagnostics in
connection with the Merger are its outside legal expenses and
disbursements, which are estimated to be $350,000.

(d)(1)-(2) Not applicable.

Item 11. Interest in Securities of MedPlus.

Regulation M-A
Item 1008

(a) The information set forth in the Proxy Statement under the
captions "Special Factors - Background of the Merger" and
"Election of Directors -- Security Ownership of Certain
Beneficial Owners and Management" is incorporated herein by
reference.

(b) Not applicable.

Item 12. The Solicitation or Recommendation.

Regulation M-A
Item 1012 (d) and (e)

(d) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet" "Summary -- Interest of Certain
Persons in the Merger", "The Annual Meeting -- Record Date,
Voting Rights and Votes Required", "Special Factors --
Interests of Certain Persons in the Merger" and "Certain
Related Agreements -- Voting Agreement" is incorporated herein
by reference.

(e) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet", "The Annual Meeting --Record
Date, Voting Rights and Votes Required" and "Special Factors
-- Reasons for the Merger; Recommendation of the Board of
Directors; Fairness of the Merger" is incorporated herein by
reference.

Item 13. Financial Statements.

Regulation M-A
Item 1010 (a) through (b)

(a) The information set forth MedPlus' Annual Report on Form
10-KSB for the fiscal year ended January 31, 2001 under Item 7
"Financial Statements" and the information set forth in
MedPlus' Quarterly Report on Form 10-QSB for the quarterly
period ended April 30, 2001 under Part 1 "Financial
Information" is incorporated herein by reference. The
information set forth in the Proxy Statement under the caption
"Selected Historical Financial Information" is incorporated
herein by reference.

(b) Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used.

Regulation M-A
Item 1009

(a) The information set forth in the Proxy Statement under the
caption "The Annual Meeting -- Solicitation of Proxies" is
incorporated herein by reference.

(b) Not applicable.

Item 15. Additional Information.

Regulation M-A
Item 1011

(b) None.

Item 16. Exhibits.

Regulation M-A
Item 1016 (a) through (d), (f) and (g)

(a) (3) Definitive Proxy Statement on Schedule 14A of MedPlus, Inc.,
as filed with the SEC on September 21, 2001, is incorporated
herein by reference.

(b) Not applicable.

(c) Fairness Opinion of KPMG Consulting, Inc. attached as Appendix
C to the Proxy Statement is incorporated herein by reference.

(d)(1) Agreement and Plan of Merger, dated as of April 25, 2001,
among MedPlus, Inc., Quest Diagnostics Incorporated and Q-M
Merger Sub, Inc. and Letter Agreement, dated September 17,
2001, among MedPlus, Inc., Quest Diagnostics Incorporated and
Q-M Merger Sub, Inc., both attached as Appendix A to the Proxy
Statement are incorporated herein by reference.

(d)(2) Voting Agreement, dated as of April 25, 2001, among Quest
Diagnostics Incorporated, Cahill, Warnock Strategic Partners
Fund, LP, Strategic Associates, LP, The Keys Irrevocable
Trust, The Keys Plus Irrevocable Trust, Richard A. Mahoney and
Philips S. Present II, attached as Appendix D to the Proxy
Statement is incorporated herein by reference.

(f) Section 1701.85 of the Ohio Revised Code attached as Appendix
B of the Proxy Statement is incorporated herein by reference.

(g) Not applicable.

---------------------------

After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.

QUEST DIAGNOSTICS INCORPORATED

By /s/ LEO C. FARRENKOPF, JR.
------------------------------------
Name: Leo C. Farrenkopf, Jr.
Title: Vice President and Secretary

After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.

Q-M MERGER SUB, INC.

By /s/ LEO C. FARRENKOPF, JR.
------------------------------------
Name: Leo C. Farrenkopf, Jr.
Title: Secretary

Dated: September 21, 2001

EXHIBIT INDEX

Exhibit No.

(a)(3) Definitive Proxy Statement on Schedule 14A of MedPlus, Inc.,
as filed with the SEC on September 21, 2001, is incorporated
herein by reference.

(c) Fairness Opinion of KPMG Consulting, Inc. attached as Appendix
C to the Proxy Statement is incorporated herein by reference.

(f) Section 1701.85 of the Ohio Revised Code attached as Appendix
B of the Proxy Statement is incorporated herein by reference.